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Debt and Credit Facilities
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt and Credit Facility
DEBT AND CREDIT FACILITIES
The following table summarizes the carrying amount of our borrowings under various financing arrangements (in millions):
 
 
 
 
 
 
 
 
December 31,
Type of Borrowing
 
Issue Date
 
Due Date
 
Interest Rate
 
2018
 
2017
Senior Unsecured
 
September 2015
 
September 2018
 
1.85%
 
$

 
$
999

Senior Unsecured
 
September 2017
 
September 2018
 
3-month LIBOR + 0.17%
 

 
749

Term Loan
 
October 2017
 
October 2018
 
Variable
 

 
999

Senior Unsecured
 
September 2017
 
March 2019
 
3-month LIBOR + 0.22%
 
750

 
748

Senior Unsecured
 
March 2014
 
April 2019
 
2.05%
 
500

 
499

Senior Unsecured
 
September 2017
 
September 2019
 
1.85%
 
999

 
997

Senior Unsecured
 
September 2017
 
September 2019
 
3-month LIBOR + 0.25%
 
499

 
499

Senior Unsecured
 
November 2014
 
February 2020
 
2.35%
 
499

 
499

Senior Unsecured
 
September 2015
 
September 2020
 
2.55%
 
1,996

 
1,994

Term Loan
 
October 2017
 
October 2020
 
Variable
 

 
998

Senior Unsecured
 
March 2011
 
April 2021
 
4.50%
 
997

 
995

Senior Unsecured
 
December 2011
 
December 2021
 
4.40%
 
1,247

 
1,246

Senior Unsecured
 
September 2016
 
March 2022
 
1.95%
 
498

 
497

Senior Unsecured
 
September 2015
 
September 2022
 
3.25%
 
997

 
996

Term Loan
 
October 2017
 
October 2022
 
Variable
 

 
2,497

Senior Unsecured
 
September 2016
 
September 2023
 
2.50%
 
746

 
745

Senior Unsecured
 
March 2014
 
April 2024
 
3.70%
 
1,744

 
1,742

Senior Unsecured
 
November 2014
 
February 2025
 
3.50%
 
1,745

 
1,744

Senior Unsecured
 
September 2015
 
March 2026
 
3.65%
 
2,731

 
2,729

Senior Unsecured
 
September 2016
 
March 2027
 
2.95%
 
1,245

 
1,244

Senior Unsecured
 
September 2015
 
September 2035
 
4.60%
 
990

 
990

Senior Unsecured
 
September 2016
 
September 2036
 
4.00%
 
740

 
740

Senior Unsecured
 
December 2011
 
December 2041
 
5.65%
 
995

 
995

Senior Unsecured
 
March 2014
 
April 2044
 
4.80%
 
1,734

 
1,733

Senior Unsecured
 
November 2014
 
February 2045
 
4.50%
 
1,730

 
1,730

Senior Unsecured
 
September 2015
 
March 2046
 
4.75%
 
2,216

 
2,215

Senior Unsecured
 
September 2016
 
March 2047
 
4.15%
 
1,724

 
1,723

Total debt, net
 
27,322

 
33,542

Less current portion
 
2,748

 
2,747

Total long-term debt, net
 
$
24,574

 
$
30,795


Senior Unsecured Notes
In 2017, in connection with our acquisition of Kite, we issued $3.0 billion aggregate principal amount of senior unsecured notes in a registered offering consisting of $750 million principal amount of floating rate notes due September 2018, $750 million principal amount of floating rate notes due March 2019, and $500 million principal amount of floating rate notes due September 2019 (collectively, the Floating Rate Notes) and $1.0 billion principal amount of 1.85% senior notes due September 2019 (the Fixed Rate Notes, and collectively with the Floating Rate Notes, the 2017 Notes), the terms of which are summarized in the table above. In 2018, we repaid at maturity $750 million of principal balance related to the Floating Rate Notes.
We collectively refer to the 2017 Notes, and our senior unsecured notes issued in September 2016 (the 2016 Notes), in September 2015 (the 2015 Notes), in March and November 2014 (the 2014 Notes) and in March and December 2011 (the 2011 Notes) as our Senior Notes. In 2018, we repaid at maturity $1.0 billion of principal balance related to the 2015 Notes.
Our Senior Notes, except for the Floating Rate Notes, may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum, as determined by an independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate, plus a make-whole premium as defined in the indenture. Our Senior Notes maturing after 2020 also have a call feature, exercisable at our option, to redeem the notes at par in whole or in part one to six months immediately preceding maturity. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption. We do not have the option to redeem any series of the Floating Rate Notes, in whole or in part, prior to the maturity date.
In the event of the occurrence of a change in control and a downgrade in the rating of our Senior Notes below investment grade by Moody’s Investors Service, Inc. and S&P Global Ratings, the holders may require us to purchase all or a portion of their notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. We are required to comply with certain covenants under our Senior Notes and as of December 31, 2018 and 2017, we were not in violation of any covenants.
Interest expense on our Senior Notes related to the contractual coupon rates and amortization of the debt discount and issuance costs was $1.1 billion, $1.0 billion and $907 million in 2018, 2017 and 2016, respectively.
Term Loan Facilities
In September 2017, we entered into a $6.0 billion aggregate principal amount term loan facility credit agreement consisting of a $1.0 billion principal amount 364-day senior unsecured term loan facility, a $2.5 billion principal amount three-year senior unsecured term loan facility and a $2.5 billion principal amount five-year senior unsecured term loan facility (collectively, the Term Loan Facilities). In October 2017, we drew $6.0 billion principal amount on the Term Loan Facilities and used the proceeds to finance our acquisition of Kite, of which $1.5 billion was repaid in 2017 and the remaining $4.5 billion was repaid in 2018. The term loan facility credit agreement was terminated in 2018.
Credit Facilities
In 2016, we entered into a $2.5 billion five-year revolving credit facility agreement maturing in May 2021 (the Five-Year Revolving Credit Agreement). The revolving credit facility can be used for working capital requirements and for general corporate purposes, including, without limitation, acquisitions. As of December 31, 2018 and 2017, there were no amounts outstanding under the Five-Year Revolving Credit Agreement.
The Five-Year Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants and events of default. At December 31, 2018, we were not in violation of any covenants. Loans under the Five-Year Revolving Credit Agreement bear interest at either (i) the Eurodollar Rate plus the Applicable Percentage, or (ii) the Base Rate plus the Applicable Percentage, each as defined in the Five-Year Revolving Credit Agreement. We may terminate or reduce the commitments, and may prepay any loans under the Five-Year Revolving Credit Agreement in whole or in part at any time without premium or penalty.
Contractual Maturities of Financing Obligations
As of December 31, 2018, the aggregate future principal maturities of financing obligations for each of the next five years, based on contractual due dates, are as follows (in millions):
 
 
2019
 
2020
 
2021
 
2022
 
2023
Contractual Maturities
 
$
2,750

 
$
2,500

 
$
2,250

 
$
1,500

 
$
750